We have agreed to establish an additional, incentive-based compensation element for you in your role as CEO. The concept of such award anticipates that upon achievement of specific key milestones to be defined, mutually agreed to and approved with the Board of Directors of the Company (the Board), you will be eligible for an additional performance based award in the form of a cash bonus and equity grant, both subject to approval by the Board of Directors of the Company (the Board). After your start date and on boarding with the company, you will be involved in the design and implementation of this specific award. We anticipate this will happen within the first quarter of employment with the Company.
You will be eligible to participate in the Companys benefits plans subject to the terms and conditions of such plans. Currently, the Company offers Medical and Dental Insurance Programs as well as the Life, AD&D Short and Long Term Disability Plans and 401 (k) Plan subject to the terms and conditions of those plans. Presently, the Company pays for 85% of the premium cost and reimburses the first 75% of the medical plan annual deductible expenses through an HRA administered by HRC Total Solutions, 100% of the cost of Life and AD&D insurance as well as Short and Long Term Disability plans. You will accrue 15 paid vacation days each year on pro-rata basis for the first 5 years of service; and you will receive paid holidays in accordance with the company holiday schedule. (Current Benefits Summary Attached. Benefits are subject to change at any time in the Companys sole discretion).
In order for Decibel to have every opportunity to achieve its vision of making a difference in the lives of patients and their families who are impacted by hearing disorders, it is essential for the CEO role to be full time endeavor. We are supportive of the CEO participating on outside board roles and we will work together to ensure that we have the right balance. We need to make every effort to ensure the time commitment on outside activities does not interfere with the needs of leading Decibel.
It is our understanding that you will continue to serve in your capacity as a Board, Committee Member or Trustee for the following organizations; Molecular Partners, PMV Pharma, Visterra, Humatics, The Sync Project, Berklee College of Music and Warp Drive Bio (pending). Any additional board, committee and/or consulting engagements will be subject to pre-approval by the Board of Directors of the Company (the Board).
It is understood that you are an at-will employee. You are not being offered employment for a definite period of time, and either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following:
(a) the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of payment other than your earned salary but accrued but unused vacation through your date of termination (the Accrued Obligations);
(b) you may terminate your employment voluntarily other than for Good Reason (as defined below) upon at least thirty (30) days prior written notice to the Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and
(c) the Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a separation